NEW YORK — Adam McKay still has the improvising chops that made him a Second City standout, but now he's doing his work with microphone in hand, video monitors arrayed in front of him and fellow funny guys Will Ferrell, Steve Carell, Paul Rudd and David Koechner in the next room in bandages, slings and, in Carell's case, a dog cone over his head.

"I can't scratch my cut anymore," McKay suggests as a line for Carell, whose "Anchorman 2: The Legend Continues" character, Brick Tamland, has just survived a Winnebago rollover with his fellow news teammates.

"I'm not supposed to be scratching my wound, so they got this collar on me," Carell/Brick says in a subsequent take, banging his hand against the cone like a frustrated dog.

McKay, who directed and co-wrote 2004's "Anchorman: The Legend of Ron Burgundy" with Ferrell and is doing the same on this long-awaited sequel, leads the foursome through a few more largely improvised takes of the scene, which marks their 1980 arrival at GNN, the newly launching New York-based 24-hour news channel.

"This is how Adam does it," Judd Apatow, producer on both movies, says while watching the action. "He does the script a couple of times and then explodes with ideas."

"Quick tip: Never put a deep-fryer into a Winnebago," Ferrell's Ron Burgundy, his arm in a sling, says in one take.

"I can't brush my teeth," Carell says in another.

"And anything else you want to try," McKay says to his cast, giving them one more chance to mine comedy gold before they move on.

This free-form, everybody-pitch-in approach has been key to McKay's work on the five movies in which he has directed his producing/writing partner Ferrell — "Talladega Nights: The Ballad of Ricky Bobby" (2006), "Step Brothers" (2008), "The Other Guys" (2010) and the two "Anchormans" — as well as his prior experience on Chicago's improvisation scene. McKay, 45, grew up in the Philadelphia area and was doing stand-up comedy there before he made an early-'90s pilgrimage to Chicago to learn from improv guru Del Close at ImprovOlympic (now iO).

"It changed my life," McKay says, leaning his hulking frame way back on a loveseat in his trailer on a cold, rainy May day in Manhattan, where the production has moved for a few days after two-and-a-half months' shooting in Atlanta. "What he was talking about was so revolutionary to us, the idea that you try and be intelligent, whereas what everyone else was saying was try and be dumb. It didn't mean you couldn't do silly (stuff). He would always say if you're going to be a dumb character, be brilliantly dumb."

"He was always saying something on stage," recalls iO co-founder Charna Halpern, on whose couch McKay camped for a bit. "That was Adam's philosophy, that if you don't have something to say, you shouldn't be on stage."

McKay maintained this mindset as he co-founded the Upright Citizens Brigade company in Chicago (which subsequently moved to New York) and eventually joined the Second City as a touring company understudy. Kelly Leonard, then a Second City producer and now its executive vice president, remembers McKay as a prolific sketch writer who wanted to push boundaries.

"Coming out of the original UCB, Adam was very interested in theater that would cross the line and assault the audience," Leonard says.

Apatow says he first saw McKay improvising with the UCB, and when in an unrelated conversation more than a year ago I was asking Apatow about Melissa McCarthy, the "Bridesmaids" producer said, "I really thought this is the funniest person I've met since Adam McKay. And no one on earth is funnier than Adam McKay....They are the fastest on-their-feet improvisers I have ever seen."

"He is certainly one of the most effortlessly hysterical people I've ever had a conversation with," agrees Scott Adsit, who worked with McKay on Second City's mainstage before going on to play Pete Hornberger on fellow Second City alum Tina Fey's NBC show "30 Rock."

Leonard recalls that while McKay's touring company was doing a month-long stint in Dallas, Second City actor Carell came down to visit future wife Nancy Walls, who was in the cast, and Carell wound up doing a bit in which he posed as a random audience member called up to the stage by McKay. McKay proceeded to tear into Carell for his poor improvisation skills, Carell broke down and cried, and the audience, not in on the joke, was appalled and alienated.

"We weren't invited back," Leonard says.

McKay's most extreme stunt came when he and Adsit told a Second City mainstage audience that President Clinton had been shot and presumably killed, but when they brought out a TV to follow the coverage, they wound up watching and laughing at a bloopers show until the audience filed out in disgust.

This came during a period of experimentation at Second City; Adsit recalls the cast briefly trying to learn Commedia dell'arte, a centuries-old Italian theater style often involving powdered or painted faces. "I have a vivid memory of Adam sweating all of his clown white makeup off within the first 10 seconds of six hours of bombastic enthusiasm," Adsit says.

But the revue eventually created by the cast, 1995's "Pinata Full of Bees," was a game-changer as it dispensed with the old sketch-blackout-sketch rhythms for a more anarchic, energetic mashing together of scenes and often-pointed ideas. The show ended with audience members being encouraged to toss their Blockbuster video cards onto the stage so cast members could cut them in half to protest the chain's editing of movies.

"We just said, 'Let's be (expletive) strident. Let's say exactly what we believe and what our point of view is,'" McKay says. "To this day that's one of the great creative experiences I've ever had."

"Pinata" paved the way for McKay's transition to behind-the-scenes guy as he landed an audition for "Saturday Night Live" but, lacking the celebrity impressions and big characters favored by the show, he brought along scripts that got him hired as a writer. He wound up as head writer for three of his six years there.

Also joining the cast that first year were Koechner (another Second City/iO alum) and Walls plus a performer from Los Angeles' Groundlings sketch/improv company: Ferrell. "There was like a block of Chicago from Second City and from the iO who'd all been hired, and they all spoke this language that I had never heard before," Ferrell, 46, says in his Ron Burgundy garb on the "Anchorman 2" set. "So I kind of kept to myself until the first read-through of our first show, and that's where I was able to perform, and everyone was like, oh, that guy's much different when he performs than he is in person."

McKay recalls that he and Ferrell bonded when McKay wanted to write a parody of "VH1 Storytellers," and Ferrell wanted to play Neil Diamond so the two pounded out a sketch in about an hour and a half. "Then we put the sketch up, and it killed," McKay says.

Soon they were working as a team. "We both viewed the process the same way," Ferrell says. "Where most people would laboriously spend their whole night writing one sketch, we would just bang it out and maybe look at it later in the night."

Meanwhile, Ferrell owed a movie to Paramount Pictures, so he asked McKay whether he'd like to collaborate on a screenplay. They wound up writing a comedy called "August Blowout" that Ferrell describes as " 'Glengarry Glen Ross' meets a car dealership," and although that movie never got made, "it was one of those scripts that got circulated around town, and Adam got a lot of attention as a writer, and we got a lot of attention," Ferrell says. "We loved the process together, and we're like, 'Well, let's write another one.'"

The next one was "Anchorman," which also was turned down by everyone, including DreamWorks. McKay says he and Ferrell instead reworked another script to which Ferrell was attached.

"We were in my apartment in New York rewriting 'Elf,' and we were like, 'How did this happen?'" McKay recalls. "We were supposed to make 'Anchorman,' but instead we were rewriting a movie where a grown man is playing an elf. Like we didn't know how good 'Elf' was going to turn out to be."

Then came Todd Phillips' sleeper comedy "Old School" (2003), which featured Ferrell in a stand-out supporting role, and DreamWorks changed its tune on "Anchorman." "They said, 'Oh, we love it! We've got to do that movie,'" Ferrell recalls with a laugh.

"Anchorman" was a hit, though not a huge one ($85 million gross in North America), and it received good reviews but not great, yet it's one of those movies that hangs around in our culture and thrives on home video. You catch it on cable, and you find yourself laughing at things that maybe brought only a smile the first time.

Carell established himself as a leading man the following year in Apatow's directorial debut, "The 40 Year-Old Virgin"; Rudd enjoyed a run of high-profile roles; Koechner kept working, albeit with less visibility than his co-stars; and Ferrell was a bona fide A-lister who continued collaborating with McKay under their Gary Sanchez Productions banner, named after a fictional Paraguayan. The pair also launched the "Funny or Die" comedy video website in 2007 with a short called "The Landlord," which featured Ferrell getting reamed out by McKay's then-2-year-old daughter Pearl in the title role.

"The Landlord" has accumulated 81 million views, and McKay says Funny or Die now has 120 employees and a valuation of $250 million.

"It's like insane," McKay says.

All the while, he notes, Ferrell and he have continued to see eye to eye regarding what they want to say.

"Everything we do is about people trying to pretend they're No. 1, people trying to pretend they're in control, and they're actually not," McKay says. "And he's got a great ear for it. He just knows a (b.s.) phrase when he hears it. He could just pick up on when someone's just completely fronting and it's completely fake, and it endlessly makes us both laugh."

That's not the only thing they agree on.

"He and I have never had a creative argument, ever, which is crazy," McKay says. "We've had business arguments. We've had arguments over our company and 'Hey, should we do this or this?' Never once had a creative argument."

"They're in perfect sync," Apatow says. "Movies get weird when people disagree, when the main principals aren't on the same page. You don't have that at all here."

That McKay and Ferrell maintain such a relatively stress-free environment no doubt helped when it came to luring back the "Anchorman" players, including the four guys and Christina Applegate as Burgundy's rival-turned-lover Veronica Corningstone, nine years after the first movie.

"The first one was so much fun to do, I think that's why everyone's doing this one," Carell says back in February, a few weeks before filming begins.

Fast-forward to that rainy day in New York, the last day on the shoot for Carell and several others, and he is sounding a similar tune: "It feels almost selfish because I've had so much fun."

Carell still recognizes McKay's Chicago improv training in his work, saying, "I think it's different than (how) most people direct because there's a sense of freedom. There's that sense of freedom to fail, and there's no judgment at all."

"He encourages you to come up with stuff on your own but is there to catch you if it doesn't work," says Meagan Good, who provides a shock to Ron's system as his African-American female boss and seductress.

The new movie's budget doubles that of the original — $50 million compared to $24 million (which included $4 million spent on reshooting the ending) — but is only half of the $100 million "Other Guys" budget. The stakes felt higher for the first "Anchorman," Apatow says, because if that one had failed, the filmmakers might not have gotten to make another movie. Otherwise Apatow and others find the vibe on "Anchorman 2" similar to that of its predecessor.

"The first one was like the first time you get an electric guitar and plug it into a decent amp, just like, '(Expletive), listen to this!'" McKay says. "We were sloppy, but there's just a lot of energy to it, and we just had a blast every day. This one is like, OK, we've had our amps plugged in for a while, and now we're the kind of heavy metal band getting the orchestra to play behind them. And it's kind of ridiculous, but at the same time it's kind of cool, you know?"

Amid the silliness, though, McKay hasn't lost his desire to be a provocateur. The end credits of "The Other Guys" offered a series of statistics and graphics detailing Wall Street greed and its impact on ordinary workers. "Anchorman 2" takes aim at the moment when news became a 24-hour commodity and producers realized that random car chases and other gimmicks could drive ratings more effectively than what's actually important.

As Ron Burgundy asks on screen: "Why do we have to tell the people what they need to hear? Why can't we just tell them what they want to hear?"

"The fun thing is when you come up with an idea where the satire's built into it, where you don't actually have to work or preach too much," McKay says. "I mean, the idea of 24-hour news, if you really step back, is pretty insane. Just even saying '24-hour news' almost has satire laced in it."

In one stunt Ferrell and his news team smoke crack on the air, and the next shot — filmed well after midnight in rainy Midtown — finds them having handcuffs removed outside the building. Among the improvisations that follow, Rudd's Brian whips out a pipe, starts smoking and snaps at the others, "Don't bogart my crack!"

Another shot from earlier that day has Ron dashing out of the building to try to catch a cab before bemoaning, "It's hard for a rich white man to get a taxi in this city!" The following day, which is sunny and warm, McKay and crew are in Brooklyn filming Ron skipping down the sidewalk and, in an improvised bit, plucking an apple off a tree, biting it, throwing it into the air and failing to catch it before ringing Veronica's doorbell and discovering that she's living with a new lover (a pony-tailed Greg Kinnear). The exchange with Veronica spawns more ad-libs, such as Ron trying to patch up their spat by saying, "Look, I was stubborn. You were a little bit whorish. Let's call it a wash."

McKay films so many improvised "runs" that he and Ferrell consider releasing "Anchorman 2" as two movies a la Quentin Tarantino's "Kill Bill." But in October McKay says over the phone from his Los Angeles office that although they actually test-screened a two-part "Anchorman 2" and the separate movies played well, the single-film version still scored better and was more satisfying.

"If we didn't give a (hoot) and were a little more craven, we probably would have just gone and split it up," McKay says.

Yet even with the final running time at about two hours, making "Anchorman 2" the longest of McKay's and Ferrell's movies, there was so much leftover material that McKay and Ferrell decided to create another cut with every single joke replaced by a different one. This alternate version, which McKay says will be available on home video and possibly in a limited theatrical release, also provided a home for a two-song musical production number that was shot and discarded because it threw off the movie's pacing.

"We put a lot of work into that," McKay sighs, "and it really turned out great too. It's not like it was a failure on any level. It's all (about) that storytelling rhythm."

Perhaps the scene with the injured newscasters' arrival will show up in the alternate cut as well because that didn't make the theatrical version. Nor did "Don't bogart my crack" or much of the improvising at Veronica's doorstep, though Ron's skipping and apple-tossing did. Ron also still is seen running for a cab, but a different punch line has been looped in.

At least McKay no longer has to worry about getting to make another movie. One prospect, he says, is a big-budget remake of the 1974 Sidney Poitier/Bill Cosby action comedy "Uptown Saturday Night" that would star Will Smith and Denzel Washington. On a smaller scale, McKay says he's been looking to film a script he commissioned from "In the Loop" co-writer Jesse Armstrong about the late Republican political consultant Lee Atwater.

Leonard says he would love to see McKay make that movie. "To me the next step for Adam is to apply that to the political Adam that shows up on the Huffington Post and to flex that muscle," the Second City executive says.

In the meantime, McKay and Ferrell are producing the directorial debut of McKay's wife, Evanston native Shira Piven ( "Welcome to Me" starring Kristin Wiig), and there's the inevitable talk of a possible "Anchorman 3" or even spinoffs, such as one involving Ron and Veronica's son and their dog.

"Like make a rated-G or PG kids movie about Walter Burgundy and Baxter having an adventure sort of like '(The Adventures of) Milo and Otis,' but you write it kind of absurd with a little bit of our sense of humor," McKay says.

"Anchorman 2" would be the engine for any of that, so Ferrell and McKay have been banging the promotional drum before the movie's Dec. 18 opening, with the director conducting a Q&A last week after a Columbia College Chicago screening.

The students give McKay a standing ovation as he enters the auditorium, and one guy even asks him to sign his chest; McKay obliges. Whether this was a sign of how the movie will play to general audiences...who knows?

"I know we didn't make a sucky sequel," McKay says. "Like for sure we didn't do that. The next step of how much people love it, what their reaction is, I have no idea."

What he knows is he has this to look forward to:

"After the movie's come out, after you've done all the red-carpet junk, after all the reviews, like two weeks later I like to go to some weird out-of-the-way theater like an hour outside LA and just walk in on like a 7:30 screening with people just watching the movie. It feels like everything has cleared, and then people are just watching the movie, and it's the greatest thing."

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